Spiders Become X-Men
by 13SapphireStars13
Summary: What if Peter Parker had the X-gene? What if he always thought that his Spidey Sense was some side affect of his radioactive spider bite, but instead it was one of his powers from his X-gene? what if there was a secret about his parents he never even knew about? X-man!Peter Parker. Rated: T because i'm paranoid
1. The Switch That Started It All

**Hello lovely readers! I hope you enjoy my story 'Spiders Become X-Men' if you have any questions just put them in a review or PM me! If you have any ideas for the story you can also tell me them! I love it when my readers help out with the story! I think it helps them get closer to the story! Well that's my little ramble for now; here's my 'mental imaginary friend that's inside my head' (Or that's what the 'doctors' call it) friend Phillip.**

**13SS13: Phillip!**

**Phillip: what? (munches on his taco)**

**13SS13: First off were did you get the taco?**

**(phillip hides said taco and tries to look innocent but just looks constipated)**

**13SS13: (looks very confused) um... whatever. Would you please do the disclaimer? We will talk about the taco later. **

**Phillip: *sighs* 13SapphireStars13 in no way owns Spider-Man or the X-Men. She's too busy reading fanfictions to make money**

**13SS13: HEY! I take offence to that!**

**Phillip: *Rolls his eyes* Whatever. Onward to the story!**

X-X-X

"Eureka! I've got it fixed!" Peter Parker shouted from his work table in Doc Connors lab. He held up what he had been working on so he could see it in a better light. In his hand, gleaming in the florescent lights of the lab, was a small oval shaped object made out of what looked like a titanium alloy. It had a small button on the side and in the middle of the device was what appeared to be a gem-like light that, at this moment, was glowing a bright ruby-red. If it hadn't been in a lab and Peter Parker had made it anyone would have thought that it was a necklace with a gem inside of it.

"What have you fixed Peter?" The soft voice of Doc Connors (Not in his lizard form) surprised peter causing him to jump up and attach himself to the ceiling. Peter looked down and saw Doc Conner smirking up at him.

"Again Peter, what have you fixed?" Doc Connors was still smirking as Peter jumped down from his perch on the ceiling. Peter stuck his tongue out at Doc Connors but his eyes narrowed when he saw Mr. Fantastic and the rest of the Fantastic Four standing behind him laughing. This caused Johnny to start rolling around on the floor with laughter.

Peter rolled his eyes and said, whilst holding up the necklace, "This. The one thing that can get me out of the superhero business for good." At Peter's words everyone's laughter died and they grew serious expressions, even Johnny.

"Peter," Doc Connors reached over and gently grabbed Peter's shoulder with his one hand. "What does the necklace do exactly and if it does what you say it's going to do, are you sure you want this?"

Peter shrugged Doc's hand off and nodded saying, "If it does what I think it can, what I designed it to do, I will no longer have my powers. This is a spider Sensor that I developed myself. It suppresses my powers till it's like they don't exist. Well it's supposed to in theory." Everyone gasped.

"Peter, that's not possible. The only way to get rid of powers like ours is the machine I made but we destroyed it after the first Dr. Doom incident." Mr. Fantastic (AKA Reed) said in shock.

Peter grinned, his smile filled with mirth, and said "For your powers that is." When he saw all of their confused expressions he continued "Your powers were the cause of a sort of space cloud that altered your DNA. That's almost completely different from mine. I was bitten by a radioactive spider, genetically engineered by my father, and this device," Peter holds up the suppressor and the others, minus Doc Connors, backed away nervously. "Suppresses the radiation in my DNA. It's basically an on and off switch for the spider DNA. I made so that it only reads the spider DNA and suppresses it and not my normal DNA." Peter smiled as if all questions had been answered and put the necklace around his neck and pressed the button on the side and instead of the red light coming from the middle of the device it was a soft navy blue. It wasn't as bright of the red light but it still was quite bright.

Peter walked over to the wall and tried to climb up the wall. He couldn't climb up the wall. Peter walked over to the desk where he picked up a steel beam about five inches in length and diameter. Where Peter could normally bend the beam without even thinking he couldn't. His face turned red from concentration and everyone in the room noticed that as Peter strained to use his abilities the blue light grew brighter. Finally Peter let out a huff and set the bar on the table again.

He turned to the others and smirked as he tapped the button and the blue light turned red again. Peter picked up the bar and easily, with two fingers, bent it. He then walked to the wall and climbed up it and sat cross-legged on the ceiling smiling at them.

"Woah! That's so cool Spidey! Maybe we can make one of those for Pebbles over her!" Johnny was completely mystified.

Peter laughed nervously and said "Johnny this is a highly dangerous thing. The only reason why I'm not re-mutating and like growing two more arms is because this was a stroke of luck thing. I wasn't even aiming for this. So if we even tried to recreate this for anyone else something really, really bad might happen."

Johnny nodded but smiled again and said "Hey can I cover your area of the city?" Peter sighed but smiled whilst nodding. Johnny fist punched the air and said "Flame on!" and flew out of the room no doubt going to fight off the villains in Peter's sector of the city.

Doc Connors placed his hand on Peter's shoulder again and said "Peter, are you sure that you want to do this?" When Peter nodded Doc Connors sighed and mentally began preparing his argument that would make Peter throw this device into the Hudson.

Peter noticed this and opened his mouth to say something to protect the key to him getting out of all superhero crap, but Reed gave him a glare that said 'don't-even-think-about-it' and Peter closed his mouth. But just to piss Reed or maybe Doc Connors, which is highly dangerous considering the Lizard didn't like Peter, off, that was Spider-Man side of Peter's personality not his normal quiet personality that came up with the idea, he turned on the device hanging around his neck so that its blue glow was pointed at Reed.

"Peter what would happen if you couldn't turn it off and you were in danger? I'm not saying it is going to happen but knowing your luck it could. Also knowing your luck something will malfunction and instead of it suppressing your powers it will cause them to mutate again. What's your back-up plan if something happens?" To answer the doc's question Peter just shrugged and glanced at the clock on the wall by Ben's orange head.

"Crap!" Peter grabbed his messenger bag stuffing papers inside and racing to the elevators grabbing his jacket from the coat tree that was by the elevator. He pushed the down button. "Bye guys! I'll see you later! I promised Aunt May I would get home before dinner to help her out and if I'm late again I'll be dead the second I walk through the door!" Peter waved at them as the doors to the elevator and walked in.

X-X-X

In a large mansion on the edge of Bayville sitting in a smallish room using a suspicious machine with a sort of weird helmet, Professor Charles Xavier was using Cerebro to find more lost mutants who didn't know what they were and were scared of their powers when he saw an odd sort of reading coming from New York City. Puzzled he zeroed in on the mutant giving off such a strong reading and he saw Peter Parker. The boy appeared to be giving off such a strong signal it was a wonder he wasn't scared of his own powers. Charles sighed and put his fingers to his temples in concentration.

'_Logan'_ Xavier sent the message to get a reply only seconds later

'_Yeah Charles'_ the voice belonging to Logan was as gruff in his mind as it was aloud.

'_I've found a new mutant. We're heading to New York right now. Tell Scott that he's to come with us.'_ Xavier ended the mental conversation and wheeled his motorized wheel chair towards the secret elevator that led to the Blackbird. They had a new mutant to get to before Magneto.

X-X-X

**Hey guys! Hope you enjoyed the first chapter of my new story 'Spiders Become X-Men'! Please remember to favorite and review!**


	2. Cerebro's Problem

**Hola mis amigos! (Did I spell the Spanish right? I hope so. I failed Spanish last year and all we learned basically were greetings! *Pout*)**

**Okay, so this chapter is really short but I have a longish chapter coming up next that the part that makes up this chapter wouldn't fit into the next chapter. (If that makes any sense what-so-ever) Um… There shall be secrets revealed and secrets hidden in the coming chapter (and this one!). **

**Okay I know I'm being really spazzy but I just had like three huge coca-colas on a dare and I'm like sugar high right now! (So if my writing is a bit loopy don't blame me! Blame the sugar!) Phillip! To the disclaimer! Dun Duh Duh du! **

**Phillip: 13SS13 in no way owns X-Men: Evolution or The Amazing Spider-Man. She is just a crazy sugar fiend that won't leave me alone.**

**13SS13: Hey that's mean! You're always so mean to me about my stories Phillip! Even after I'm nice to you!**

**Phillip: whatever. Onto the really short chapter that 13SS13 deemed the least craziest to publish. **

X-X-X

"Professor what do you mean the mutants_ disappeared_?" Scott asked incredulously.

Charles sighed and put the Cerebro. "Scott I never said he disappeared I said it appears as if his X-gene has disappeared. I still know the boy's location; it's just that his X-Gene keeps appearing and disappearing like he's try to conceal it but Cerebro's isn't detecting any traces of the gene on him. Its like he has the gene one moment and then next.-" A loud beeping cut Professor Charles Xavier off before he could finish his sentence.

A profile appeared on the screen and there he was, the very mutant they had been speaking about. He had been using his powers in New York City at the Oscorp building.

"Scott, prep the blackbird. I don't care if Cerebro is having trouble pinpointing his powers or why he can conceal them but we need to talk to him now. I'll tell Logan to get ready too." Charles put his fingers to his temple but before he could telepathically send Logan a message a voice spoke up from the shadows behind Scott.

"No worries Chuck. I heard all of that. What I don't get is how Cerebro can't pick up any specific powers. Wait. Chuck, what's the kid's name?" Logan leaned against the wall behind Scott.

Charles sighed "Logan his name is Peter Parker. And Cerebro is picking up multiple readings of mutltiple powers that's why we can't figure out his specific powers."

Logan looked surprised then shocked then confused, which was a weird series of expressions on him. "What do ya mean Chuck?"

Charles looked at the screen to view the new reading from Peter. "I mean Logan, Mr. Parker has readings a precognitive clairvoyance, which is from the reading we just got, and he also has readings of being a telepath. But the most disturbing reading we have is that Mr. Parker can blow up an area with his mind. So far he can only do a small explosion, which he may not even know he caused, but I fear if we do not get to him soon he could pose as a threat to the people around." Logan nodded and walked out of the room with Scott trailing behind him. Charles sighed as they exited the room.

_Mr. Parker what is your real power?_ Charles sighed as he wheeled his wheel chair towards the elevator that would take him to the Blackhawk.

X-X-X

**Hello again readers! I just got a review saying that this was similar to the story "Spider Sense". And no this story will veer off in a way, way different direction. I love the story "Spider Sense" but this story is going to be way different. Thanks for all of the reviews! I hope this chapter clears up a few if not all of your questions. **


	3. An Interesting Occurrence of Sorts

**Hey guys! I hope you enjoy this new chapter! I hope any questions you had from last chapter are answered in this chapter.**

"Yes Aunt May... **(A/N The '…..' are him listening to what his Aunt May is saying) **I'm walking towards the subway right now... I'm gonna run by the house and grab my backpack and my math textbook before heading to Gwen's then Gwen and I are going to go to Harry's….. Hey Aunt May is it cool if I sleepover at Harry's he already asked his dad and Norman already said that it was cool... OK Aunt May, I'll be home before lunch tomorrow. I gotta go Aunt May. Bye!" Peter slipped his phone into the back pocket as he walked down the bustling New York streets. It had been a week since he had stopped being Spider-Man and so far he had managed to stay away from any villains looking for Spider-Man and he was wondering how long his luck was going to last.

Unknowingly Peter had just jinxed himself, because behind him he heard a huge explosion and he whipped around to see Electro zapping at buildings and causing panic in the crowd as the debris was falling closer to the people around Peter.

"Oh Spider-Man! Come out! Come out, wherever you are!" Electro laughed crazily and began zapping at the buildings all around the crowd Peter was in. It took everything Peter had in him to not turn the suppressor off and become Spider-Man again. But thankfully a flying fire human known as Johnny Storm the 'Human Torch' saved Peter from a decision that he would regret severely.

"Hey Sparky! Spidey isn't here today so looks like you get me!" Johnny shouted at Electro. Peter sighed. Electro was crazy, and he hated being called Sparky. And knowing Johnny he was going to call Electro Sparky a lot.

Electro growled and shot lightning bolts at Johnny, but Johnny dodged and the bolts hit the building next to where Peter was standing. His Spidey Sense practically hit him upside the head as he jumped out of the way.

Why was his Spidey Sense still working? His suppressor was still on and Peter had checked it over last night to make sure it still worked. So he had no idea why he still had his Spidey Sense and his other powers were still immobilized.

Peter looked around and saw that there was no way he was going to be able to make it too the subway without getting trample by the crowds or getting hit by rumble from Johnny and Electro's fight. So, he took out his camera, J. Jonah Jameson had been screaming at him to get more pictures of Spider-Man even though Spider-Man hadn't been seen anywhere recently, and began taking pictures of the fight as he carefully moved closer to the fight trying to stay away from the ruble.

"Ahh! You stupid Flame boy!" Peter looked up and saw that Johnny had tackled Electro in mid-air as Electro was shooting electricity bolts at Johnny. And now, since Johnny and Electro were basically pushing each other into buildings, more rumble was falling all around Peter which his Spidey Sense screamed at him and he managed to dodge a Peter sized piece of a building falling from a nearby building. Peter looked up and saw that Electro was sending of electricity bolts and Johnny was tackling him again and again into the buildings around Peter.

Peter sighed and had to avoid a block falling from the sky and then had to jump backwards to avoid a lightning Electro accidently sent towards him. He closed his eyes and allowed his Spidey Sense to guide him to safety. He jumped, ducked, and then plain out sprinted towards a crowd of people that was gathering near the subway entrance. He wasn't taking the subway anymore, but thought that if he could get safely in a crowd it wouldn't be as dangerous.

Finally he managed to make it to the crowd but not before Johnny accidently shot a fireball at Electro, who was hovering above where Peter was running towards, and Electro had dodged it and somehow the fireball change direction so that instead of hitting Peter and the crowd it hit a bus stop bench.

Peter glanced at Johnny, who looked very surprised, because the fireball was going to hit Peter but when it got within five feet of Peter it veered off at such a strange angle it couldn't been an accident. Peter shrugged; maybe it was something Johnny hadn't known he could do so it wasn't that big of a deal since it had saved Peter from getting burnt into a crisp, so he let it drop.

Peter ran towards the crowd again making sure to put his camera safely away in his messenger bag. Once he made it to a deserted street, the cops had made sure to vacate at least for two blocks every time a super-powered hero fought with a super-powered villain, because ever since the Chitauri tried to take over the city the cops didn't want anyone getting hurt, which certainly helped Peter, because the police probably would of cleared everyone out and then disappeared themselves. He made sure that he couldn't find anybody watching him and then turned off the suppressor still hanging around his neck. He watched as the light turned from blue to red. He then took off sprinting.

But, what he didn't notice was the pair of red shades that had glinted in the sunlight as Peter ran by him in the city

Peter took the back alleys until he managed to get closer to his neighborhood. Once he hit his street he slowed down to a walk and walked the rest of the way to his house not knowing who was inside and waiting for him.

X-X-X

"Hey Aunt May, I'm back! I just gotta grab my skateboard switch my messenger bag for my overnight bag!" Peter walked through the front door and walked to the stairs, which he started to ascend. "You did say it was cool that I could bunk over at Harry's tonight, right? He asked me if I could stay the night and help him study for the math test tomorrow." Peter called over his shoulder towards the kitchen, where he heard a slight commotion of a few banging pots.

He walked into his room and grabbed his skateboard and bag and headed back towards the door; he dropped his messenger bag on the floor by the door. He walked back towards the stairs and began walking towards the front door when it opened.

In stepped a boy, around Peter's age maybe a year or two older, that looked kind of like himself, if Peter wore red sunglasses green sweaters and was three inches taller.

"Ah, Scott there you are. I had hoped you didn't get lost on your way here." A voice came from behind Peter.

Peter whirled around to face who had said this and came face to face with a bald headed man in a motorized wheel chair.

Peter froze in his place when he heard the guy, 'Scott', behind him say "Never Professor I was just preoccupied by something that happened in the city when I was walking over here." Scott walked past Peter and into the living room.

The 'Professor' smiled as Scott walked past him and then turned to Peter. "Hello Peter. Would you mind joining you're the rest of us in the living room?" There was something in the question that said there was no room to argue and say no, so Peter, cautiously walked past him towards the living room.

It was a short walk but Peter still managed to have time to think. There was something about the 'Professor' that freaked him out. And Scott, with his creepy sunglasses, wasn't helping calm Peter's stressed out nerves. As he entered the small but homey living room he saw Aunt May sitting in the armchair by the kitchen table. **(A/N I can't really remember what Peter's living room looks like in the movie but I hope this is right. Please don't yell at me if this is wrong)**

"Aunt May I didn't know you were having guests. I'm just dropping by before I'm heading over to Harry's for the night. You know Harry always cramming the night before the big end of unit test. So uh... if it's okay I'm just uh... gonna head out?" Peter shifted nervously as Aunt May shifted her gaze to him. But before she could respond a voice spoke up from another part of the room, from the window.

"Well, it looks like ya are Richard and Mary's kid. Hmm I would of thought differently but the glasses gave it away perfectly." Peter was startled by the newcomer's gruff voice but even more startled by what he said. But, Peter didn't have long to register what the newcomer said because he had already started talking again. "Chuck, are ya sure your right about the kid? I mean I knew Mary and Richard neither of them had the gene at least I don't think so….." The man trailed off uncertainly.

"I'm very sure Logan, but I do not believe now is the best time to discuss it with Peter. We should talk with his aunt about our offer." The 'Professor' said from the entrance of the room, his wheel-chair too bulky for the small room.

"Uh… Aunt May what are they talking about?" Peter moved closer to the kitchen and away from the strange man by the window, Scott with his creepy glasses on the couch, and the 'Professor' by the other living room entrance by the front door.

Aunt May sighed and wrung her hands. "I guess this couldn't be hidden away any longer. Richard had the gene and so did May. Though both of their powers were quite normal that they didn't notice them at all until they were dating." Everyone except Peter straightened up in surprise and the 'Professor' leaned forward with a curious expression on. Peter backed up closer to the back door in the kitchen.

"May what are ya talkin' about? Richard had the X-Gene and so did May? How?" The man by the window walked closer to Aunt May.

Aunt May sighed again. "Richard was able to lift things with his mind. He could barely do it and it was weak, but it was enough to get him interested in mutations. When he met Mary I think he recognized that she was an empath, but I think she could only glean certain strong emotions from others." The 'Professor' leaned forward as if interested.

"Mrs. Parker how do you know this?" The 'Professor' asked.

"Charles, I know this much because she and Richard often talked to Ben and I about what would happen if they had a child, and they inherited their gifts, and Richard's work endangered them causing them to leave Peter with us." May sighed and looked at Peter who looked like his entire world had just blown up in his face. She saw him inch closer to the backdoor and opened her mouth to stop him when she saw the teapot, which she had left on the stove in case anyone wanted more tea, start rising into the air.

"Chuck," Logan pointed towards something over Peter's shoulder but Peter didn't even look behind him as he inched backwards towards the door. "Is that your doin'?" Charles shook his head and suddenly there was a huge bang from behind Peter and Peter ducked as the handle to the teapot flew right where his head had been.

Everyone stared at him with a sort of surprised look. Peter just stared at them confused until he looked over his shoulder and saw most of the teapot's pieces floating in the air above the stove. He turned back to look at May and his eyes held a freaked out scared expression that she had only seen in Peter's eyes once when she had told him that his parents had died.

Peter rushed to the backdoor, no need to be sneaky when everyone was looking at you, and walked outside. He sprinted down the street towards the city. He kept at his fast speed until he was in front of Gwen's building. He sighed and tried to forget everything that had been said back at his house. He needed to look like his world hadn't just shattered because if he did he knew Gwen would start asking questions that he didn't have answers to.

Peter sighed again and pushed down the memories of what had just happened to the back of his mind as he pushed open the door to the building.

X-X-X

**Hey guys! Hope you liked the chapter! Remember to favorite and review please! See ya'll next chapter!**


	4. Peter's Choice

**Hey guys! Long time no see! I got some comments from the last chapter saying that this fic was a bit dry and still too much like FanBoyTrippin's story so I'll try to be a bit more 'out-of-the-box' for the rest of the chapters! Normally my first few chapters of my writing can be a bit dull because I'm trying to set up the story so please be patient! Ok now that my little author's note is done onto the disclaimer which my lovely (And totally not imaginary) friend Phillip will do the disclaimer!**

**Phillip: 13SapphireStars13 does not own Spider man or X-Men: Evolution. This is a fanfic people.**

**X-X-X**

**Peter's House; Same Day As Last Chapter**

"Chuck did you see that comin?" Wolverine was still in shock at what the kid had done. Obviously there was something more going on in the kid's head than anyone had originally thought.

"I'm not sure Logan. I foresaw that Mr. Parker's pension towards things randomly combusting items would appear when we confronted him, but I didn't think he would be a strong enough telepath to be able to actually lift the teapot and cause the explosion. But what I'm very curious about is… how did Mr. Parker know to duck at that specific moment? He wouldn't have heard it because the explosion was silent but maybe…." Professor Xavier trailed off mysteriously. Scott and Wolverine both looked at him in a confused expectant sort of way causing a silent moment to descend upon the group as May Parker cleaned up the teapot.

"But Professor," Scott broke the silence after a minute of thinking. "Wouldn't that mean that you were correct when you said he had a sort of clairvoyant aspect of his mutation?"

The Professor sighed. "Yes but his powers were supposed to be too weak right now for him to be able to use so many of them at the same time at such an early stage of their known development. But I could be that Mr. Parker's powers have been developing on such a small level for the past few years that we never noticed them and Peter never did either." He said musing aloud.

Scott scratched his head in thought. "But Professor that would mean he's as powerful as Jean and you sir. But that's not supposed to be possible!"

"I know Scott and this worries me. I think you should go call in Rogue. If things get bad she can knock him out and take his powers for a while." Scott nodded and stood up before walking outside to call Rogue.

"Charles I'm not sure that allowing him to just leave like that was the best thing to do. I mean what if the kid gets into trouble and his powers go berserk? I know that you're strong telepath but I don't think you could handle everything the kid could throw at ya." Wolverine said.

Professor Xavier nodded thoughtfully to what Wolverine said. "I know Logan, but I want Peter to feel as normal as he can right now so his powers don't sense his emotions and react violently. But either way I think bringing in Rogue would be beneficial to Peter. He was orphaned as a small child like Rogue and they both have strong powers that are hard to control. This would be beneficial to getting Peter to agree to go to the Institute." Wolverine sighed in exasperation at Charles words but agreed with them none the less.

Scott walked back into the room. "Rogue's on her way. She said that she'd 'borrow' Lance's Jeep and drive it up here. She should be here in five hours."

"Good Scott. But I think I'll just forget what you said about Lance's Jeep and I think you should too." Charles said smiling for probably the first time since he had been in the Parker house.

Scott laughed. "I think your right Professor." Charles let out a small laugh and Wolverine just grunted in amusement.

**X-X-X**

**Midtown High; The Next Day**

"Aw come on Harry you probably didn't fail that badly! You probably only failed a tiny bit!" Peter said laughing as he and Harry walked out of their end-of-term Math Exam/Test.

"Shut it Pete! Not everyone can have your amazing math skills! Some of us have to do a little thing called 'studying'. Have you ever heard of that Pete?" Harry said throwing a mock-punch at Pete who easily dodged it while still laughing at his friend.

"Hmm." Pete stopped walking and posed in a thoughtful position is hand holding his chin with his arms crossed before he broke the pose and said "Nah Harry, but I think you should." Before he started laughing and running as Harry chased him yelling for him to stop.

Finally Peter slowed down as the neared the school gates which allowed time for Harry to grab his head and pull him in a noogie. "All right Harry you win. I'm sorry I ever said anything about your magnificent study skills." Harry huffed and let go of Peter, but Peter continued speaking "So tell me Harry, is the secret to your studying drooling over Ms. Romanoff?"

"Shut it Pete! It's not my fault you're the only guy in this school who isn't drooling over her! Besides I do not drool." Harry gave Peter a semi-serious expression before they both burst out laughing. After a minute or two their laughing ceased and they were left holding their stomachs.

"Say Pete, you wanna come over tonight and celebrate the end of term?" Harry asked.

"I'm not really sure Harry. Aunt May said something about having some guests over today and I'm not sure if it's one of those guest things were I'm supposed to stay out of the house or risk being embarrassed to death or not. I could call and ask if you want?" Peter said ask he reached into his school bag and pulled out his phone.

"Nah Pete; it's cool. I'm pretty sure if it's a guest thing you should be going to your house. Besides, Dad said he might be able to make it to dinner tonight." Harry said hopefully.

Peter nodded. "Yeah your right. But if Stormin' Norman doesn't show up or gets too much for you its cool if you call. I'll probably be begging you to call." Peter laughed while he waved bye to Harry and they both went in their separate directions with Peter on his skateboard and Harry going towards his waiting limo.

**X-X-X**

**Peter's House; Thirty Minutes Later**

"Hey Aunt May I'm back! And I got those cinnamon muffins you like from that bakery by my school! I already ate one but there's five more left so don't freak out!" Peter didn't look up from the book he had been reading as he walked home from the bakery and school. He had stopped skateboarding after he got yelled at by a cop.

_Typical, I save this city loads of times and yet I'm not even allowed to skateboard on a sidewalk with no 'no skateboards here' signs_. Peter snorted at his thoughts and he walked, still not looking up from the book, into the kitchen and set the box of muffins onto the counter.

"Peter." He turned around at the soft voice of his aunt. She was sitting on the same chair as yesterday and the three males from yesterday plus one new female were sitting in their small living room looking very cramped. The girl kept fidgeting as she tried to stay as far as she could from everyone in the room.

Peter raised his eyebrow in silent question as Aunt May beckoned for him to come out of the kitchen.

"Peter I don't think I properly introduced you to our guests from yesterday. This is Professor Xavier," Aunt May gestured to the bald guy in the wheel-chair who smiled at him "And his students Scott Summers and Rogue Maria." She gestured to the fidgeting girl and the guy in the red shades. "And the man in the corner is Logan. He was a close friend of your parents."

Peter's steps faltered so he was standing slightly in the kitchen and slightly in the living room when he heard this. This guy, Logan, had known his parents.

Peter looked at his Aunt May and said "Um… Aunt May what are they doing here?"

Aunt May sighed and she looked Peter in the eyes and he saw the unshed tears in them. Whatever she had to say to him was killing her inside.

"Peter, Professor Xavier has told me about your special talents." Peter's heart stopped. She couldn't mean his Spider talents could she? No. There was no way anyone could have figured it out unless Peter had told them. "And after your little episode from yesterday I think it's clear he's telling the truth." Peter raised his eyebrow in question once again. He didn't really remember much of yesterday afternoon. He remembered getting home, meeting Logan Professor Xavier and Scott, then leaving right afterwards. But Aunt May continued speaking "Peter he says that you're a mutant and that you have the X-gene like your parents."

Peter's face turned a pale white and he stuttered out "W-w-w-what ar-are you talking a-about Aunt May? T-that can't b-be t-true. I'm just plain, old Peter Parker. Nothing special about m-me." He tried to sound convincing but the unbelieving look Aunt May gave him made him flinch.

"Peter," Peter flinched at his name and looked towards Professor Xavier. "I've told your aunt about your special talents. You see you may not know this but you're a telepath who is able to blow up areas with his mind. Your X-gene has made you very special and very dangerous. I would like to offer y-"

Peter cut him off his anger at the_ lies_ this man had told his aunt taking over. "Offer me what exactly?" He said in a cold tone. "Offer for me to be a lab rat so you can see what makes me tick? Well you can take your offer and leave because I'm not a mutant." He glared at Professor Xavier.

"No Peter we do not what you to be a 'lab rat' as you put it. We want you to come to our school where you will be safe from people who want to use your gifts for evil or turn you into a lab ratWe have already extended the offer for you coming and joining us to your aunt and she has already accepted, but it is all your decision Peter."

Peter looked at Aunt May with a betrayed look on his face. "Aunt May you couldn't actually believe these guys could you? I mean I'm not a mutant!" His tone was pleading but she had a determined look on her face.

"Peter," She said in a calm tone. "You know there telling the truth. You saw the teapot from yesterday."

Peter cringed. He knew that somehow he had caused the teapot to explode and he didn't want to accept it.

"But Aunt May…" Peter trailed off when he saw the scared look in Aunt May's eyes.

She was scared. Scared that someone was going to come and take him away and use him as a science experiment where he would eventually get killed from the experiments.

"Fine." Peter sighed resigned. "I'll go to the school, but if I feel I have control of my powers and won't make anything explode I'm leaving, deal?"

Peter didn't even wait for their response he just turned and walked towards the staircase. He needed to pack and he most certainly needed to think about what he had just gotten himself into. Because he was certain that he was getting into some seriously deep shiznit.

**X-X-X**

**Hope y'all enjoyed that! Please, oh please, tell me what you think! I enjoy your feedback and it makes my day and makes my writing even more enjoyable and helps me update too!**


	5. Peter's FANTASTIC Arrival

**OKAY people the '….' In between Peter's sentences at the beginning is whe he's listening to his Aunt May talk. So don't like freak out or anything ok? Cause I had a person I shall not name that's a close friend of mine read something like this conversation and she was freaking out about the dots. They're just dots people! **

**Okay since I have probably like shown my crazy side a wee bit too much for right now, onto the DISCLAIMER!**

**13SS13: Say it Phillip.**

**Phillip: No.**

**13SS13: Say it or I'll set your taco stash on fire. And don't even think about saying 'I have no idea what your talking about.' Because I know that you know that there is a taco stash hidden behind the milk jug in the fridge. I will burn them.**

**Phillip: *gulps* No need to be hasty. I'll do the disclaimer.**

**13SS13: *glares menacingly at Phillip* Do the disclaimer Phillip.**

**Phillip: *sweating nervously* 13SapphireStars13 in no way own Spider-Man or X-Men Evolution. This is a fanfic so seriously do not take anything in this fic personally.**

**13SS13: Your tacos are no longer threatened Phillip. Onto the story!**

**X-X-X**

"Aunt May I'm going to be fine….. Of course I'll call as soon as I get there! Aunt May I know…. I know….. Aunt May I'm going to be fine!" Peter shook his head playfully as his aunt told him for the eight billionth time to remember to remember to call her if _anything_ happened. "Aunt May… Aunt May! I gotta go my train just stopped in Bayville….. Thanks Aunt May…. Love you too."

Peter stowed his phone into his pocket and stood up to get off of the train he had taken from New York City to the smallish town of Bayville. His pinched the bridge between his nose and eyes. He had a killer migraine and the loud clicks and clack of the train weren't helping; neither was hearing or speaking, but he didn't want Aunt May to worry about him.

It had been a week since he had initially said yes to the Professor's offer. Peter had spent the entire week saying good-bye to Gwen and Harry and then packing up the things he was going to take with him to the Institute.

He walked to the exit just as it opened and he got his first real glimpse of the town, he hadn't paid any attention to the landscape from the windows. He'd been sleeping on and off for the duration of the five hour train ride.

'_Well here goes everything.'_ Peter sighed as he stepped quickly off of the train with his backpack. The professor had said that he would send some of his 'students' to pick up Peter's things the day Peter was to come to the Institute, so they wouldn't run into him.

Apparently the Professor didn't want any unnecessary students to meet Peter just yet, so he had sent them all to a training boot camp of some sort for the first week of Peter's stay. He had said something about Peter being volatile and shouldn't be around too many mutants that could sent his powers off or something, Peter again hadn't been paying attention.

Peter saw a waiting taxi and ran quickly towards it before any other of the train's passengers could grab it. He was lucky. Normally it was impossible to get a taxi in a crowded train station at two in the afternoon.

Peter jumped in the back and showed the taxi driver the Institute's address. The driver didn't seem very happy about having to go to the Institute, so Peter figured he must be one of those extremists that thought mutants were a danger. Peter moved closer to the door just in case he had to make a quick escape.

**X-X-X**

Thankfully, Peter arrived at the Institute without having to do a tuck and roll out of the taxi. Peter paid for the ride and taxi peeled down the road as fast as it could as soon as Peter closed the door after getting out.

Peter sighed. Just another event in an already long day. He pulled his shades out of his backpack and pulled them onto his face. His migraine was just getting worse as the day grew on. Hopefully the Professor didn't want to chat with Peter because all Peter wanted to do was find the farthest spot away from any humanity and sleep. **(A/N Such Anti-socialness from our friendly neighborhood Spider-Man .)**

A loud beep erupted from the automatic gate in front of Peter causing him to wince in pain for what felt like the hundredth time in the last hour.

Peter walked through the gate and toward the big house at the end of the driveway. His fingers nervously fiddled with the Suppressor that was hanging from around his neck.

His feet quickly brought him to the front door as his mind drifted away with thoughts of sleep and maybe an Advil. His hand reached up and knocked on the door; he winced from the loud noise it made as it jarred his head.

The door was quickly opened to reveal a pretty African women with a tad too much blush on. She smiled warmly at Peter and extended her for him to shake.

"Hello Peter, I've heard so much about you from Charles. My name is Ororo." She said in a warm voice, but the second Peter's hand touched hers so he could shake it he couldn't stop the scream of terror and pain.

Flashes of smoke and fire with people dancing around it jabbed at his mind as hex- quickly withdrew his hand from hers. But it was too late. A new vision assaulted his mind. An angry crowd screaming at Ororo as her powers began to lose control and lighting struck one of the people screaming at her. Peter screamed in pain again, and gripped his head. He could vaguely hear Ororo asking him what was wrong, but the visions were drowning almost everything else out.

The vision changed once again and suddenly he was in a dark storm cloud with flashes of lightning all around him. He whipped his head to look around and he saw Ororo desperately trying to control the storm, but failing miserbaly. Suddenly a lighting strike hit her and Peter was thrown out of the vision.

Peter carefully blinked his eyes open. They hurt from being screwed up in pain for so long, so it was quite difficult. He gently gripped his head. If his headache before had been bad this one was absolutely horrible. His skull felt like it was being forcibly pulled apart.

He groaned as his eyes became accustomed to the light around. He looked around curiously. He was no longer outside. Instead he was seated in a comfortable chair by the front door. How had he gotten there? Surely he had not been able to walk from the front door to this chair.

"Peter? Peter are you all right?" He heard Ororo's frantic questions as he gripped his head.

"I'm fine. Just… just a headache." He mumbled not even believing himself.

"That, my dear boy, was no simple headache." Peter looked up to see the Professor watching him intently. "You somehow were able to get into Ororo's memories and experience them from a simple touch. You were also able to blow up the door. Ororo barely managed to get you both out of the blast radius before it exploded." Peter looked to where the door would have been but only saw a huge crater where the front steps should have been and a few pieces of painted wood.

Peter gaped at the door his hand reaching to fiddle with the Suppressor. Whenever he got nervous or anxious he would always fiddle with the Suppressor and either turn it on or off, but Peter knew that the only thing keeping him from using his Spidey powers right now, and exposing his secret to two people he barely knew was a small button. So Peter didn't press the button.

Peter cleared his throat, his eyes never leaving the crater. "Could I uh go to my room now? This is all kind of messing with my head and I think I could use some alone time to think over what happened." His tone held a bit of fear at what he had been able to do but mostly it held the tiredness he was feeling right then. Ororo nodded sympathetically and she got up to lead him to his room.

"Peter you shouldn't be afraid of what you can do. It is a gift. A very special gift. But sometimes that gift can have dangerous consequences, but that's why you're here at the Institute. We can teach you to control your gift so that it doesn't become a curse. But you mustn't be afraid of your gift Peter."

Ororo said this as she led him to his room. He nodded and opened the door and walked into his room, closing the door behind him.

He sighed, again, and walked to the bed in the corner of the room. He laid down on the edge of the bed, dropping his backpack by the door on his way to the bed.

His head leaned back onto the bed, and as soon as his head hit the soft pillow and his eyes fluttered shut. It wasn't long before he was in a deep, deep, deep sleep.

**X-X-X**

But it barely two hours later before he woke up screaming, gripping his head in unbearable pain as strange voices he didn't recognize began to spill into his mind. His eyes widened as he began to recognize two of the voices.

'_Rogue! Scott!' _he mentally yelled out in surprise just as darkness swept over his vision, and he heard a loud stomping of feet. The darkness left his vision, but it stayed close the edges of his vision.

He could feel something wet under his eyes and he put his fingers up to feel what it was. He brushed his fingers against the area of skin that was wet and brought his fingers up to his eyes to see what was on his cheeks. He gasped in between his screams. His fingers were covered in _blood_. Blood that was covering his cheeks. His blood.

He barely registered the click of the doorknob turning, and the door slamming open. **(A/N Does this happen to anyone else? The doorknobs in my house click when you turn them so it normal to me and that might not be normal to anyone else so yeah…)**

He saw a fuzzy blue being standing stock still in his door way between Scott and Rogue. All three of them were gaping at him in shock. But he didn't care. All he cared about right now was the pain that had tripled in his head, and how the blood was now pouring faster from his eyes.

He didn't see the three sets of eyes go wide shock and he didn't hear the frantic shouting as he suddenly pitched forwards his eyes sliding into the back of his head as he fainted. He didn't see them because he was gladly welcoming the darkness that was over taking his vision because it promised no more pain which he gladly excepted.

And he most definitely didn't hear the terrified screams the three produced when they saw the blood streaming from his eyes and when he slumped forward he was already gone.

**X-X-X**

**Bit of a melancholy-ish ending there wasn't it? But don't worry our friendly neighborhood Spider-Man is completely alright but the first one who can correctly put into a review or PM me the reason why he woke up screaming in pain, crying in blood, then fainting gets a huge shout out next chapter! Okay ya'll time for me to skedaddle! See you next chapter! But don't forget to review!**


	6. Their First Encounter

**Hey guys! Welcome to the new chapter! But I know what a few people are waiting for! The results of the contest! Well here they are! - - - - This way!**

**And so as promised before in the last chapter! The person who was the first to review the reason why Peter was freaking out last chapter was: *Drumroll* Coppa-Cola! *Loud, deafening enormous applause* **

**Now I want to give a shout out to the people who guessed as to why Peter was like freaking out so… *Enormous amount of applause that echoes throughout the internet***

**Thank you to all of you of you who reviewed last chapter and who guessed the reason Peter's condition!**

**Phillip shall now do the disclaimer and he shall do it without being sarcastic, mean, snarky, annoying, or degrading of my work at all.**

**Phillip: *huffs* Fine. 13SapphireStars13 does not own X-Men: Evolution or Spider-Man.**

**13SS13: Good Phillip. *Pats Phillip on the head***

**Phillip: *Growls at 13SS13***

**13SS13: Well ok then.*Scoots away from Phillip* Now onto the story!**

**X-X-X**

"Man guys it awesome that we, like, didn't have to stay the entire week at the training camp, right?" Kitty said giggling as Scott drove towards the front gate of the Institute.

Rogue rolled her eyes at her roommate's giddy behavior. Sure she was happy that they didn't have to spend the entire week doing push-ups in the mud, but did Kitty always have to state the obvious? But as she was rolling her eyes she saw Scott gulp nervously at Kitty's question.

"Sure Kitty. I'm just not sure that the Professor will like the reason why we're coming back early." Jean said form the passenger seat. Kitty nodded, her mood slightly dampened.

_Probably because her delinquent boyfriend caused the entire camp to get destroyed because he got angry._ Rogue thought irritably.

"Hey Scott, vasn't the Professor introducing that new student you met a veek ago to the place?" Kurt butted in. His mouth was still slightly full from the burgers he had made Scott stop and get for him so he sprayed crumbs all over her and kitty because he was sitting between the two as he tried to catch a glimpse of the Institute.

"OI! Furball watch were you spray your food!" she said irritably as Scott pulled into the driveway of the Institute.

They were driving closer to the front door when Scott abruptly stopped the car and got out to stand next to it. She lurched her seat as he did so with her head hitting her headrest rather hard. She grumbled to herself as she got out of the car to whatever the heck had made Scott stop the car so soon without warning everyone beforehand. But when she saw what Scott had seen her mouth fell open in shock and she could hear the gasps from Jean, Kitty, and Kurt.

The front door, which had been perfectly intact when they had left three days ago, was now in shambles and where the front steps should have been was a crater filled with bits of destroyed marble from the steps. They could distinctly hear a piercing screaming come from somewhere inside of the building.

"Professor!" Kitty shouted running into the house. Jean reached out to stop her, but Kitty just phased through her arms and continued into the house screaming for the Professor, Storm, and Logan.

"Kitty stop!" Scott said frantically. "You don't know if there's still the thing that caused this is still in there!" Scott ran into the house after her with Jean, Kurt, and Rogue following the both of them.

"Professor? Mr. Logan? Storm? Professor!" Kitty shouted as she ran into the library in the institute.

Scott, Jean, Rogue, and Kurt ran in after her and all of them slowed to a stop when they saw the Professor. He was holding his head in concentration, and he was muttering slightly to himself. Something along the lines of "Peter you have to let me in. I can help stop this."

Jean walked cautiously to the Professor. "Professor Xavier what's going on?" The Professor looked up startled as if only realizing that they were in the room even though Kitty had been screaming only seconds before.

The Professor cleared his throat before saying "I need all of you to leave this premises at once, or something very bad is going to happen."

Jean started along with Kitty, Kurt, and Rogue. Only Scott, who knew exactly why they had to leave the grounds right now, was the only one who didn't seem bothered by the Professor's words.

"But Professor, like, what happened to the-." Whatever Kitty was going to say was cut off by Scott and Rogue doubling over groaning in pain whilst gripping their heads.

"Scott! Rogue! Are you alright?" The Professor said worried. Scott just shook his head while Rogue managed to grunt out something that sounded like: "Do I look ok to ya?"

Suddenly Scott and Rogue stood up straight as a rod and simultaneously said "Peter." They took off towards the bedroom hallway wit Kurt running after them. Jean stayed put to help the Professor and Kitty just stood there since she couldn't decide what to do.

**X-X-X**

"Scott vere are you and Rogue going?" Kurt called out as he chased after Rogue and Scott. Rogue completely ignored him, but Scott sent him a look that Kurt couldn't decipher. It was a mixture between apologetic, annoyed, confused, and scared. It shocked Kurt because he had never seen such a look on Scott's face, and it scared him.

**X-X-X**

'_Ok, where would Peter be?'_ Scott frantically thought as he raced down the hallway trying to locate the sound of the screaming. _'He has to be in one of the rooms that doesn't have a roommate. That could be Kurt's or maybe Jamie. The Professor probably would have put Peter with a mutant who was used to Peter's telekinetic and telepathic abilities so it's most likely Kurt.'_

Scott sped up his running so that he was going faster than Rogue and veered off towards Kurt's room. He could hear the footfalls of Rogue and Kurt behind him as he slowed to a stop in front of Kurt's closed door which he quickly opened, and what he saw inside caused to gasp outright.

**X-X-X**

Inside Peter was sitting on his bed gripping his head and Rogue gasped as she saw what was streaming from his eyes and covering his hands. It was _blood_. Rogue wasn't normal repulsed by blood but watching it stream down Peter's cheeks just freaked her out.

The rest of it was just a blur. She remembered standing, watching, Peter continue screaming and then he was slumping backwards. Then there's a huge gap of memory where she's sure she was probably standing, like an idiot, in the door way while Scott probably bustled around trying to wake Peter up then all of a sudden the Professor was in the room checking over Peter. She could hear Scott telling the Professor what Peter had yelled in both his and Rogue's mind, and how Peter had fainted.

She shook her head so she could get rid of the overwhelming spread of shock that had invaded her brain causing her to lose those few minutes before. She could hear the Professor muttering to Jean as they tried to get into Peter's mind to see why they could not awaken him.

"Professor I don't understand. Why would you go see Peter without me when you knew he was a telepath?" Jean sounded hurt causing Rogue to inwardly scoff. Little Ms. Perfect for once doesn't get included on the mutant greeting rip.

"Jean, his mind is in a very delicate state, especially considering how his powers are reacting to you, Scott, Rogue, Kitty, and Kurt arriving here. His mind was over-loaded and I have a feeling your powers reacted sorely with him causing his reaction." The Professor said in a calm tone. Jean huffed slightly; she was still obviously put out but decided not to push it at such a serious and distressing time.

All of a sudden, Peter opened his eyes groaning. He sat up slowly gently rubbing his eyes, smearing the blood still on his face. "What- what happened?" Peter groaned. "And why do I feel like the Rhino decided to tap dance on me." His eyes widened when he said this, but only Rogue seemed to notice his wording and his widened eyes.

The Professor sighed and said "Peter how are you feeling?" He successfully didn't mention anything about Peter's freak out, but Peter was still questioning what had happened.

Peter rubbed the back of his head saying "Uh… I feel like I got ran out in the middle of New York Traffic and got run over by eight different cabs, but other than that just peachy Professor. Now will you answer my question? What happened?" Peter's tone turned deadly serious which was the stark contrast from the playful tone he had when he started speaking.

The Professor rubbed his forehead. He then looked Peter directly in the eyes and said "Well Peter apparently your mutant powers were farther along then I originally expected because when some of my students arrived back on campus I believe the telepathic power that my student, Jean, has caused your mind to lash out since it wasn't used to so many foreign minds near it, especially one with as much telepathic powers as Jean does. Now Peter the rest of my students should be arriving soon and we need for you to try and control your powers from lashing out again as it did at the front door." Peter flinched at the mention of the door but his eyes were filled with panic.

**X-X-X**

"Control it?! Professor I don't even know what it is let alone how to control it! I can't meet anyone; you saw what happened when I met Ororo! What if that happens but instead of getting out in time I hurt someone? I can't hurt anyone." Peter was internally panicking right now. He ran his fingers through his messy hair getting the blood still on his hands into his hair.

His vision was getting darker around the edges and he could hear the Professor telling him that he needed to calm down but all Peter could focus on was the angry buzz in his head and the darkness starting to appear in his vision.

"It's happening again." Peter put his head in his hands as he expected the bout of strange voices in his head, but it never came. Instead he just sat there as the angry buzz grew louder and louder until he heard a small boom and he could her everyone scramble away and the buzzing stopped. He brought his head up to stare at the swirling pieces of the chandelier that had just exploded. He brought his head back own to look in the Professor's eyes and the Professor looked somewhat shocked.

"Peter, you must learn control. If you continue to allow things like this to happen your gifts will continue to curse instead of being the gift they are. I know you're scared by what you can do but allowing your powers to use your emotions will only cause you to be even more scared. You must keep you emotions in check." Peter nodded as the Professor spoke.

**X-X-X**

Rogue watched as Peter nodded whilst the Professor told him how he could control his mind when he met the rest of the Institute's residents, and she couldn't shake the feeling that something was off with Peter. When she first used her powers she had basically freaked out and most of the new mutants when they first came to the Institute would freak out and have like panic attacks whenever they used their powers, but besides his screaming and the crying of blood, Rogue shuddered, he was almost perfectly calm. The only thing he was freaking out about was _hurting other people_. When she had her first episode with her powers she could only think of herself and she knew for a fact that that was how every new mutant she had been introduced to when they came to the Institute felt. Hell Scott and Jean would tell the story about how he had destroyed the orphanage he was staying at when he first got his powers and how Jean caused all the cars on her block to be lifted up into the air and how they both like flipped out. There was definitely something very odd about Peter Parker. Very odd indeed.

**X-X-X**

**So how did you all like it? Was it to fast paced? Or am I taking it too slow? Please tell me what you think in review, please?**


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